HomeMy WebLinkAboutAgreement_General_10/30/2013 SUNTRUST EQUIPMENT FINANCE & LEASING CORP.
MASTER LEASE AGREEMENT
LEASE NUMBER 09261
This MASTER LEASE AGREEMENT ( the "Agreement'% dated as of October 29, 2013 is made and entered WD by and betwom
SUNTRUST EQUIPMENT FINANCE & LEASING CORP., a Vagmia corporation, as lessor (` Lessoe% and VILLAGE OF
TEQUESTA, FL, a political subdivision of the State of Florida, as lessee (`lessee").
In censidaution of the mutual covenants herein cotes, the parties hereto agree as follows:
ARTICLE L DEFINITIONS AND EXIIIBnS
Sion 1.1. Definitions The following terms have the meanings specified below.
" AccepRace C tfical" mesas each Acceptance Certificate delivered by Lessee as pad of an Equipment Scdiedule cmt * ng as to to
delivery and acceptance ofEquwmeaL
"Agreement" means this Master Lease Agreement and all Equipment Schedules hereto.
"Agreement Date" mans the date first written above.
" Code" means the lmemal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time
thereunder.
"Equupaent" means all items of property descn1W in Equipment Schedules and subject to this Agreement.
" Equipmem Group" means each group of Equipment listed in a single Equipment Schedule.
"Equipment Schedule" means each sequentially numbered schedule executed by Lessor and Lessee with respect to Equipment Group.
"Escrow Account" means the equqxnm acquisition account established by Lessor and Lessee with Escrow Agent pursuant to the Escrow
AgreemenL
"Escrow Agent" means SUNTRUST BANK, a Georgia banking corporation, and any successor escrow agent under the Escrow
"Escrow Agreement" means the Escrow Agreement, substantially in the form of Eadnbit F hereto, to be executed. by Lessor, Lessee and
Escrow Agent upon the fast finding of an Equipment Schedule using the procedure described in Section 2.4.
"Events of Default" means those events described in Sedum 12.1.
"Fiscal Year" mss each 12 -month fiscal period of Lessee.
"Funding Doe" means, with respect to each Lease, the date Lessor makes payment to the Vendor(s) named in the related Equipment
Schedule or reimburses Lessee for the purchase price of the related Equ ipmad Group or, if the procedure described m Section 2.4 is
uhli md, the data Lessor deposits finds equal to such purchase price into the Escrow Account.
"Interest" means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule.
"Lease" means, with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which together shall
constitute a separate contract between Lessor and Lessee relating to such Equipment Group.
"Lease Date" means, with respect to each Lease, the date so designated in the related Equipment Schedule.
"Lease Term" menus, with respect to each Equipment Croup, the period during which the related Lease is in effect as specified in Section
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3.1.
'Net Proceeds" means any insurance proceeds or condeninsbon awards paid with respect to any Equipment remaining after payment
therefrom of all expenses mcww in the collection timeo£
"Non Appropriation" means the failure of Lessee, Lessee's governing body, or, if applicable, the governmental entity from which Lessee
obtains its operating and/or capital fiords to appropriate money for any Fiscal Year sufficient for the continued performance by Lessee of
all of Lessee's obligations under this Agreement, as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee
from performing its obligations under this Agreement with respect to any Equipment, and from using any moneys to pay any Rental
Payments due under this Agrees for a designated Fiscal Year and all subsequent Fiscal Yeats.
"Payment Date" means each date upon which a Rental Payment is due and payable as provided in a Payment Schc&&
"Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule.
'principal" means the portion of any Rental Payment designated as and comprising principal as provided in a Payment Schedule.
"Prepayment Price" means the amount so designated and set forth opposite a Payment Date in a Payment Schedule indicating the amount
for which Lessee may purchase the related Equipment Croup as of such Payment Date after making the Rental Payment due on such
Payment Date.
"Rental Payment" means each payment due from Lessee to Lessor on a Payment Date.
"Specifications" means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor.
" State" means the state or commonwealth in which Lessee is situated.
Wendsr" means each of the manufacturers or vendors from which Lessee has ordered or with which Lessee has contracted for the
mautd3che, delivery and/or installation of the Equipment
Section L2. Eslu"bits
Exhibit A : Equipment Schedule including form of Acceptance Certificate and form ofPayment Schedule.
Exbrbit B : Form of Tax Agreement and Arbitrage C,ettificate (Escrow).
Exkubit C : Form dResolulion of the Governing Body of Leww relating to each Lase (Escrow).
E.Ad bit D: Form ofIncumbency Certificate as to each officer or representative of Lem executing this Agreement or any Lase.
Exhibit E : Form ofOpinion of Counsel to Lessee.
Exhibit F : Form of Escrow Agreement
Exhibit 0-1 Form of Confirmation of Outside Insurance.
Exhibit 0-2 Form of Questionnaire for Self Insu rmw and Addendum to Equipraft Schedule Relating to Self -Insurance.
ARTICLE IL LEASE OF EQUIPMENT
Section 2.L Acaoismlan of Ea lawntOO. Prior to the addition of ay Equipment Group, Lessee shall provide Lessor with a description of
the equipment proposed to be subject to a Lem hereunder, including the cost and vendor of such equipment, the expect delivery date
and the desired lase terms for such equipment, and such other inibrmaton as Lessor may require. If Lessor, in its sole discretion,
determines the proposed equipment may be subject to a Lease herder, Lessor shall famish to Lessee a proposed Eqpt Schedule
relating to the Equipment Group for execution by Leese and then Lessor. By execution hereof; Lessor has made no commitment to Ie asa. e
any equipment do Lessee. The decision whether Lessor enters into any Lease shall be solely within Lessor's discretion.
Section= Disbursement Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment
made to a Vendor for an Equipment Group (or, if the escrow procedure described in Section 2.4 hereof is utilized, consent to a
disbursement by Fscrow Agent) until five (5) busing days after Lessor has received all ofthe following in form and substance satisfactory
to Lessor•. (a) a completed Equipment Schedule executed. by Leese; (b) a completed Acceptance Certificate in the form included with
Exhibit A hero executed by Lessee; (c) a certified copy of a resolution or evidence of other official action taken by or on behalf of Lessee
to authorize the acquisition of the Equipment Group on the terms provided in such Equipment Schedule; (d) a Tax Agreement and
Arbitrage Certificate in the form of Fadu'bit B attached hereto executed by an authorized official of Lessee, (e) evidence of insurance with
respect to the Equipment Group in compliance with Article V11 of this Agreement; (f) Vendor invoice(s) and/or bill(s) of sale relating to
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the Equipment Group in form and sulk sadsilictory to Lessor, and/or if such invoices have been paid by Lessee, evidence orpayment
thereof and evidence of official intent to reimburse such payment as rewired by the Code; (g) financing statements naming Lessee as
debtor and/or the original certificate of title or manufitctwees certificate of origin and We application, if any, for any Equipment which is
part of such Equipment Group and is subject to certificate of title laws; (h) a fully completed and executed Form 803W or 8038 -GC, as
applicable; (i) an opinion of counsel to Lessee substantially in the form of Exhibit E hereto, 67 evidence of payment and performance
bonds required by the Equipment Schedule, if applicable, and (k) any other documents or items reasonably required. by Lessor. In
addition, any such disbursement by Lessor shall be subject to (a) no Event of Default having occurred. and (b) no material adverse change
in Lessee's business, assets, operations, financial condition or results of operations.
Section 2.3. Lease: Possession and Use Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from
Lessor, upon the terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each
Equipment Group during the related Lease Term, except as expressly set forth in this Agreamem
Sedan U. Escrow Procedure If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account
(a) Lessor and Lessee shall execute an Escrow Agreement substantially in the form of Exhibit F; (b) Lessor and Lessee shall execute an
Equipment Schedule relating to such Equipment Group; and (c) Lessor shall deposit an amount equal to the cost of the Equipment Group
into the Escrow Account. All amounts deposited by Lessor into the Escrow Acs cunt shall constitute a loan from Lessor to Lessee which
shall be repaid by the Rental Payments due wider the related Leese.
ARTICLE ID. TERM
Secdon 3.1. Term This Agreement shall be in effect from the Agreement Date until the earliest of (a) termination under Section 32 or
(b) won under Section 12.2. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon
the Lease Date and ending as provided in Section 3S.
Section 3.2. Termination, by Lessee In the role event of Non Appropriation, this Agreement and each Lease hereunder shall terminate,
in whole, but not in pact, as to all Equipment effective upon the last day of the Fiscal Year for which finds were appropriated, in the
manner and subject to the terms specified in this Article. Lessee may effect such won by giving Lessor a written notice of
termination and by paying to Lessor any Rental Payments and other amounts which are due and have not been paid at or before the end of
its flan current Fiscal Year Lessee shall endeavor to give notice of su c h termination not less than ninety (90) days prior to the end of the
Fiscal Year for which appropriations were made, and shall notify Lessor of any anthehpated termination. In the event of won of this
Agreement as provided in this Section, Lessee shall comply with the instructions received from Lessor it accordance with Section 123.
Section 33. Effixt of Termination. Upon won of this Agreement as provided m Section 32, Lessee shall not be responsible for
the payment of any additional Rental Payments coming due in wcceeding Fiscal Years, but if Lessee has not complied with the instructions
received from Lessor in accordance with Section 123, the termination shall never8nehss be effective, but Lessee shall be responsible for
the payment of damages in an amount equal to the amount of the Rental Payments that would thereatler have come due if this Agri
had not been terminated and which are attributable to the number of days after which Lessec fiuh'ls to comply with Lessor's instructions and
for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as requited.
Section 3.4. Noon. Omitted Intentionally.
Section 3S. Termination of base Term. The Lease Term with respect to any Lease will terminate upon the occurrence of the first of
the following events: (a) the termination of this Agreement by Lessee in accordance with Section 32; (b) the payment of the Prepayment
Price by Lessee pursuant to Article V, (c) an Event of Default by Lessee end Lessor's election to terminate such Lease pursuant to Article
Xff; or (d) the payment by Lessee of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to
suclhLease.
ARTICLE W. RENTAL PAYMENTS
Section 4.L Reuel Payments. Lessee agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A. A
portion of each Rental Payment is paid as Interest as specified in the Payment Schedule of each Lease, and the fast Rental Payment will
include Interest accruing from the Funding Late. Lessor is authorized to insert the due date of the first Rental Payment in the Payment
Schedule in Exhibit A. All Rental Payments shall be paid to Lessor, or to such assignees) Lessor has assigned as stipulated in Article A
at such places as Lessor or such assignee(s) may fiom time to time designate by written notice to Lessee. Lessee shall pay the Rental
Payments with lawful money of the United States of America from moneys legally available therefor.
Section 4.L Current Exsense. The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Year of a,
Lease Term, shall constitute a current expense of Lessee for such Fiscal Year and shall not constitute an indebtedness of Lessee within the
meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys (other
than moneys lawfully appropriated from time to time by or for the benefit of Lessee for this Agreement and the Net Proceeds of the
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Equipment) to the payment of any Rental Payment or other amount coming due hereunder. Lessor acknowledges that in no event may it
compel the use of ad valorem taxing power for the payment of Rental Payments or any other amounts payable under this Agreement
Section 43. Unconditional Rental Payments. Lessee's obligation to make Rental Payments and any other payments hereunder shall be
absolute and unconditional. Lesser shall make these payments when due and shall not withhold any of these payments pending final
resolution of any disputes. Lessee shall not assert any right of set-off or counterclaim against its obligation to make these payments.
Lessee's obligation to make Rental Payments or other payments shall not be abated through accident, tmfareseen circumstances, failure of
the Equipment to perform as desired, damage or destruction to the Equipui � loss of possession of *c Equipment or obsolescence of the
Equipment Lessee shall be obligated to comae to make payments required of it by this Agreement if title to, or temporary the o4 the
Equipment or any part thereof shall be taken under exercise of the power of eminent domain.
Section 4.4. Rental Payment Adiastment It dining the Lease Term for any Lease, the federal eorparate income tax rate decreases
(whether or not Lessor is actually taxed at the maximum marginal statutory rate) or the federal tax laws are changed to reduce or cap
In benefit of the tax exemption for Interest on the Lease (whew or not Lessor is actually subject to such reduction or cap), the
annual Interest rate on each Lease shall be adjusted as follows: (a) the Interest rate shall be divided by 0.65, (b) the resulting quotient
shall be multiplied by the difference between 1.0 and the actual new maximum federal corporate income tax rate or the effective
maximum federal corporate income tax Tate after giving effect to any reduction or carp on the benefit of the tax exemption, as
applicable, and (c) the resulting amount shall be the new Interest rate for such Lease. Such increase in the Interim rate shall take effect
on the effective date of the change in federal tax laws, and shall be applicable to all Leases then in effect. For the fiscal year of Lessee
in which the effective date of the change in federal tax law falls, the increased interest accruing shall be due and payable on the first
Rental Payment date in the fiscal year of Lessee following the fiscal year in which the effective date of the change in federal tax law
falls. Appropriation of said increased Interest shall be subject to Section 32 and failure to appropriate such increased Interest shall
result in a termination of the Lease under Section 33. Upon an increase in the Interest rate under this Section, Lessor shall provide to
Lessee a revised Payment Schedule for each Lease reflecting the increased Intt rate.
ARTICLE V. OPTION TO PREPAY
Section 5.L Oohon to Prenav Lessee shall have the option to prepay its obligations under any Lease in whole but not in part on any
Payment Date for the then applicable Prepayment Price (which shall include a prepayment fee) as set forth im the related Payment
Schedule, provided there has been BD Non-Appropriation or Event of Default.
Section S.L Exerew of Option. Lessee shall give notice to Lessor of its intention to exercise its option not less than. tinny (30) days
prior to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal
to all Rental Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on the
Payment Date) on which the option shall be effective and the applicable Prepayment Price set forth in the related Payment Schedule. In the
event that all such amounts we not received by Lessor on such Payment Date, such notice by Lessee of exercise of its option to prepay
shall be void and the related. Lease shall continue in frill force and effect.
Section 53. Release of Lessor's Imo Upon receipt of the Prepaymeit Price m good funds with respect to any Equipment Group, the
Lease with inspect to such Equipment Group shell terminate and Lessee shall become entitled to such Equipment Group AS IS, WHERE
IS, WMIOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCIIANTABUM Y OR FITNESS
FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except That such Equipment
Group shall not be subject to any lien or encumbrance cued by or arising through Lessor.
ARTICLE VL REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 6.1. Remwentations and Warranties of Lessee. Lessee represents and warrants as of the Agreement Date and as of each L .ease
Date as follows:
(a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and
existing under the Constitution and laws of the State, and is aua limized under the Constitution and laws of the State to enter into this
Agreement, each Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement
and each Lease.
(b) The execution and delivery of this Agreement and each Lase have been dully authorized by all necessary action of Lessee's
governing body and such action is in compliance with all public bidding and other State and federal laws applicable to this Agreement,
each Lease and the acquisition and financing ofthe Equipment by Lessee.
(c) This Agreement and each Lease have been dully executed and delivered by and witstadrtes the valid and binding obligation of
Lessee, enforceable against Lessee in accordance with their respective teams.
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(d) The execution, delivery and perfomrance of this Agreement and each Lease by Lessee shall not (i) violate any State or Waal law
or local law or ordinance, or any order, writ, injunction, decree, or regulation of any court or other governmental agency or body applicable
to Lessee, or (ii) oanflict with or result in the breach or violation of any term or provision o£ or constitute a default under, any note, bond,
mom, indenture., agreement, deed of trust, lease or other obligation to which Lessee is bound.
(e) There is no action, writ, prooaeding, claim, inquiry or investigation, at law or in equity, before or by any coin regulatory agency,
public board or body pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority
to enter into this Agreement or any Lease or any other action wlterem an unfavorable ruling or fm ft would adversely affect the
enfon br7 ty of this Agreement or any Lease.
(t) No lease, rental a$teesment, lease purchase agreement, payment agreement or contract for purchase to which Lessee has been a
Party at enY time during the past ten (10) years has been terminated by Lessee as a result of insufficient fiords being appropriated in any
Fiscal Year. No event has occurred which would constitute an event of default under any debt, revenue bond or obligation which Lessee
has issued dining the past ten (10) years.
(g) Lessee or Lee's governing body has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to
Pay all Mental Payments during the current Fiscal Year, and such moneys will be applied in payment of all Rental Payments due and
payable during such caurra t Fiscal Year.
(h) Lessee has an immediate need for, and expects to make immediate use bey the Equipment, which need is not temporary or
expected to diminish during the applicable Lease Term. Lessee pmsently intends to continue each Lease hereunder for its entire Lease
Tenn and to pay all Rental Paymeaft relating thereto.
Section fat. Covenarrfs otli essee Lessee agrees that so long as any Rental Payments or other amounts due under this Agreement r
unpaid:
(a) Lessee shall not install, use, operate or.mainiain the Equipment improperly, carelessly, in violation of any applicable law or
regulation or in a manner contrary to that contemplated by this Agreement Less shall obtain and maintain all permits and licenses
necessary for the installation and operation of the Equipment. Lessee shall not, without the prior written consent of Lessor, affix or install
any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended fimckions,
value or use of such Equipment.
(b) Lessee shall provide Lessor access at an reasonable times to examine and inspect the Equipment and provide Lessor with such
access to the Equipment as may be reasonably necessary to perform ice on the Equipment in the event of far7uue by Lessee to
perform its obligations hereander.
(c) Lessee shall not, directly or i y, crests, karat, assume or suffer to exist any mortgage, pledge, lice, charge, encumbrance or
other claim with respect to the Equipment, other than the respective rights of Lessor and Lessee as herein provided. Lesser shall promptly,
at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time.
Lessee shall rehmbuuse Lessor for any expense incurred by Lessor in order to discharge or remove any such claim.
(d) The person or entity in charge of preparing Lessee's budget will include in the budget request for each Fiscal Year the Rental
Payments to become due during such Fiscal Year, and will use all reasonable and lawful means available to sears the appropriation of
money for such Fiscal Year suffiehent to pay all Rental Payments coming due therein. Lessor aitmowledges tdat appropriation for Rental
Payments is a governmental finction which Lessee cannot contractually commit itself in advance to perform. Lessee ackimdesdges that
this Agreement does not constbu to such a commitment. However, Lessee reasonably believes that moneys in an amount sufficient to make
all Rental Payments can and will kwfally be appropriated and made available to permit Lessee's continued u dlintion of the Equipment in
the performance of its essential fimcdons during the applicable Lease Terms.
(e} Lessee will only use the Equipment only for the purpose of performing Lessee's essential governmental fimcdons.
( Lessee shall assure flat its obligation to pay Rental Payer is of directly or indkeedy seamed by any interest in property, other
than the Equipment, and that the Rental Payments will not be directly or indirectly secured by or derived from any payments of arty type or
any fiend other flan Lessee's general purpose fiord.
(g) Lessee shall deliver to Lessor (1) annual audited financial statements within 180 days each Fiscal Year end, (n) its annual budget
for the succeeding Fiscal Year when approved but not later than 45 days prior to its current Fiscal Year end; and (iii) such other financial
statements and information relating to the ability of Lessee to satisfy its obligations under this Agreement and each Lease as may be
reasonably requested by Lessor from time to time.
(h) Lessee shall promptly and duly execute and deliver to Lessor such further documents, dents and ass>nences and take such
further action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to
establish and protect the rW is and remedies created or intended to be created in favor of Lessor hereunder.
Section 6.3. Tax Related Rwresentations. Warranties and,Covenants
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(a) Genera[. Lessee agrees that it will not take or fail to take any action that would cause the Interest portion of Rental Payments
under any Lease to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income
tax purposes.
(b) bwmpmw'wn of TTcAgreement andArbkmp Certificate. As of each Leese Date and with respectIO each Lease, Lessee makes
each ofthe representations, warranties and covenants contained in the Tax Agreement and Arbitrage Certificate delivered with respect
to such Lease. Each such Tax Agreement and Arbitrage Certiificete is incorporated herein and made a part of this Agreement.
(c) Event of Taxability. If Lessor either (1) receives notice, in any form, from the Internal Revenue Service or (id) reasonably
determines, based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid under any
Lease from its Federal gross income (each an 'Event of Taxability"), Lessee shall pay to Lessor upon demand (x) an amount which, with
respect to Rental Payments previously paid and taking into account all penalty, fines, merest and additions to tax (including all federal,
Oft and local taxes imposed on the Interest due through the date of such events will restore to Lessor its after -tax yield (assuming tax at
the highest margmal tax rate and taking into account nt the time of receipt of Rental Payments and reinvestment at the aRertax yield rate) on
the transaction evidenced by such Lease through the date of such event and (y) as additional Rental Payments to Lessor on each succeeding
Payment Date such amount as will maintain such after-tax yield to Lessor.
ARTICLE VII. INSURANCE AND RISK OF LOSS
Section 7,L Liability and Property lvnm Lessee shall, at its own expense, procure and maintain continuously in effect denting
each Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way
connected to the Equipment sufficient to protect Lessor and its assigns from liability in all events, with a coverage of not less than
$1, 000,000 per occurrence unless specified differently in the related Equipment Schedule, and (b) insurance against such hazards as Lessor
may require, including, but not limited tea, all -risk casualty and property insurance, in an amount equal to the greater ofthe fall replacement
cost ofthe Equipment or the applicable Prepayment Price.
Section 7.2. Wmtken' Compensation Insurance If required b State law, Lessee shall terr workers' compensation insurance coverin
all employees on, in, new or abort the Fguipmen4 and upon re shall furnish to Lessor certificates evidencing such coverage
throughout the Lease Term.
Section 73. Immi anee Rte,
(a) Insurance Policies. All insurance policies required by tins Article shall be taken out and mambined with insurance companies
acceptable to Lessor and shall contain a provision that thirty (30) days prior to any change in the coverage the insurer must provide written
notice to the insured parties. No insurance shall be subject to any co- insurance clause. Each insurance policy shall Lessor and its
assigns as an additional insured party and loss payee recess of any breach of warranty or other act or omission of Lessee and shall
include a lender's loss payable endorsement for the benefit of Lessor and its assigns. Prior to the delivery of Equipment, Lessee shall
deposit with Lessor evidence satisfactory to Lessor of such insurance and, prior to the expiration thereat shall provide Lessor evidence of
all renewals or replacements thereof
(b) Self buwarce. With Lessor's prior consent, Lessee may self -insure the Equipment by means of an adequate insuratice fiord set
aside and maintained for that purpose which must be hilly described in a letter delivered to Lessor in form acceptable to Lessor.
(c) EvwWice of lnsurrance. Lessee shall deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies
with this Article VII with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of
insurance in the form of Exhibit G -1 &whed hereto together with Certificates of Insurance, when available, or the Questionnaire for Self -
Insurance and Addendum to Equipment Schedule Relating to Self - Insurance in the form of Exhibit G-2 attached hereto, as applicable.
Section 7.4. Risk of Loss To the extent permitted by applicable laws ofthe State, as between Lessor and Lessee, Lessee assumes all risks
and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment aril for injury to or
death of any person or damage to any property. Whither or not covered by insurance, Lessee hereby assumes responsibility for and agrees
to indemnify Lessor from all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses, inching reasonable
attorneys' fees, imposed on, incurred by or asserted against Lessor flat relate to or arise out of this Agreement, including but not limited to,
(a) the selection, manufadrre, purcchase, acceptance or rejection of Equipment or the ownership ofthe Equipment, (b) the delivery, lease,
possession, maintenance, use, condition, return or operation ofthe Equipment, (c) the condition of the Equipment sold or otherwise
disposed of after possession by Lessee, (d) the conduct of Lessee, its officers, employees and agents, (e) a breach of Lessee of any of its
covenants or obligations hereunder, (t) any claim, loss, cost or expense involving alleged damage to the environment relating to the
Equipment, including, but not limited to investigation, removal, cleanup and remedial costs, and (g) any strict liability under the laws or
judicial decisions of any state or the United States. This provision shall survive the termination of this Agreement. "To the extent Sec.
768.28, Florida Statutes is applicable to a claim hereunder. (i) nothing contained in this Agreement shall be construed as consent by
Lessee to be sued for such claim, or to waive Lessee's sovereign immunity for such claim beyond the limits set forth in Sec. 76828,
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Florida Statutes, (iii) in accordance with Sec. 76828, Florida Statutes, Lessee's maximum liability under this Agreement shall not
exceed $200,000.00 for any one claim, judgment, or portion thereof, or $300,000.00 for any one incident or occurrence; and (iii)
Lessee's liability for attorney's fees for such claim shall not exceed 25% of the amount of any judgment or settlement"
Section 7.5. Destruction of Lessee shall provide a complete written report to Lessor imme didely upon any loss, theft,
damage or destruction of any Fquipment and of any accident involving any Equipment. Lessor may inspect the Equipment at any time and
from time to time during regular business hours. If all or any part of the Equipment is stolen, lost, destroyed or damaged beyond repair
(`Damaged Egnipmen'), Lessee shall within thirty (30) days after such event either. (a) replace the same at Lessee's sole expense with
equipment having substantially similar Speci Station and of equal or greater value to the Damaged Equipment immediately prior to the
time of the loss occurrence, and otherwise satjsf ERY to Lessor, wlereupon such replacement equipment shall be substituted in the
applicable Lease and the other folded documents by appropriate endorsement or a or (b) pay the applicable Prepayment Price
of the Damaged Equipment determined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of which course of
action it will take within fifteen (15) days after the loss occurrence. If, within fort}- five (45) days of the loss occurrence, (a) Lessee fails to
notify Lessor; (b) Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the Damaged
Equipment and add the replacement equipment or (c) Lessee has failed to pay the applicable Prepays Price, then lessor may, at its sole
disc ion, declare the applicable Prepayment Price of the Damaged Equipment, to be ply due and payable. The Net Proceeds of
insurance with respect m the Damaged Equipment shall be made ava by Lessor to be applied bu disclwge Lessee obligation under
this Section.
ARTICLE VIII. OTHER OBLIGATIONS OF LESSEE
Section S.L Aftintenance of Eaa»t. Lessee shall notify Lessor in writing prior to moving the Fkluipruent to another address and
shall otherwise keep the Equipment at the address specified in the related F.quupmo t Schedule. Lessee shall, at its own expense, maintain
the Equipment in gropes working order and shall make all necessary repairs and replacements to keep the Equipment in such condition.
including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and liens. All such
replacement parts and accessories shall be deemed to be incorporated hmmediAdy into and to constitute an integral portion of the
Equipment and as such, shall be subject to ft terms of this Agreement.
Section 8.2. Taxes Lessee shall pay all taxes and other charges which are assessed or levied against the Equipment, the Rental Payments
or any part thereof, or which become due during the Lem Term, whether assessed against Lessee or Lessor, except as expressly limited by
this Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the
Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a lien on the
Equipment. Lessee shall not be required to pay any federal, state or local income, succession, traosfee, franchise, profit, excess profit,
capital dock, gross receipts, corporate, or other similar tax payable by Lessor, its successors; or assigns, unless such tax is made as a
substitute for any tax, assessment or charge which is the obligation of Lessee under this Section.
Suction 83. Aulyanexs If Lessee shall fail to perform any of its obligations under this Article, Lessor may take such action to cure such
failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate
of 18 0 /6 per annum or the maximum rate permitted by law, whichever is less, from tie date of the advance to tie date of repayment.
ARTICLE I L TITLE
Section 91. Title During the Lease Term, ownership and legal title of all Equipment and all replacements, substitutions, repairs and
modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Loom. Lessor does not own
the Equipment and by this Agreeent and each Lease is merely financing the acquisition of such equipment for Lessee. Lessor has not
been in the chain of title of the Equipment, aloes not operate, control or have possession of the Equipment and has no control over the
Lessee or the Lessee's operation, use, storage or maintenance of the Equipment
Section 9.2. Security Interest All provisions referencing Lessor having a seem* interest in the Equipment are hereby milled and
shall not have any force or effect. Lessor and Lessee agree that the Agri does not result in the creation of any lien, charge,
security interest or other encumbrance upon the Equipment or any other asset of Lessee.
Se Wen 93. Modification of Emrioment. Lessee will not, without the prior written consent of Lessen, affix or install any accessory
equipment or device on any of the Equipment if such addition will change or impair the originally intended value, finction or use of the
Section 9.4. Personal Property The Equipment is and shall at all times be and remain personal property and not fixtures.
10/ WW13%Q- FSC.DOChee07n2a0 7
ARTICLE X WARRANTIES
Section 10.L Selection of Eaaiumeg Each Vendor and all of the Equipment have been selected by Lessee. Lessor shall have no
responsibility in connection nection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by
Lessee, the acceptance by any Vendor or its sales representative of any order submitted, or any delay or fiu'hae by such Vendor or its sales
representative to manufacture, deliver or install any Equipment for use by Lessee.
Sion 10.t Vendor's Warranties. Lessor hereby assigns to Lessee for and during the related Lease Term, all of its interest; if any, in
all Vendor's warranties, guarantees and patent indemnity protection, express or implied issued on or applicable to an Equipment Group,
and Lessee may obtain the customary services furnished in connection with such warramies and guarantees at Lessee's expense. Lessor
has no obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee.
Section 103. Disclaimer of Warnudles LESSEE ACKNOWLEDGES THAT THE EQUIPMENT' IS OF A SIZE, DESIGN,
CAPACITY, AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT IT SELECTED THE
EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENT'S OR EMPLOYEES. LESSOR IS NOT A MANUFACTURER
OF TIE EQUIPMENT OR A DEALER IN SIM[LAR EQUIPMENT, AND DOES NOT INSPECT THE EQUIPMENT BEFORE
DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITTIER EXPRESS OR IMPLIED, AS TO
THE VALUE, DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANTABR TTY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER
REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE
FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT.
ARTICLE III. ASSIGNMENT AND SUBLEASING
Section 11.1. AnkMIMA by Lessor Lessor, without Lessee's consent, may assign and reassign all of Lessor's right, title and/or interest
in and m this Agreement or any Lease, including, but not limited to, the Rental. Payments and other amounts payable by Lessee and
Lessor's interest in the Equipment, in whole or in part to one or more assignees or subassignee(s) by Lessor at any time. No such
assigmnent shall be effective as against Lessee unless and until written notice of the assignment a provided to Lessee. When presented
wilt a notice of assignment, Lessee will aclmowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee
shall keep a complete and agate record of all such assignments.
Section 11-L AcsZnment and Subleasing by Lessee. Neither this Agreement nor any Lease or any Equipment may be assigned,
subleased, sold, transffiT4 Pledged or mortgaged by Lessee.
ARTICLE IIIL EVENTS OF DEFAULT AND REMEDIES
Section 121. Events of Default Defined The occurrence of any of the following events with respect to a Lease shall c onstitube an Event
of Default under such Lease:
(a) Lessee's failure to pay any Rental Payment or other amount required to be paid to Lessor within ten (10) days following the due
date thereof (other than by reason ofNon Appropriation).
(b) Lessee's failure to maintain insurance as required by Article VII.
(c) With the exception of the above clauses (a) & (b}, Lessee's failure to perform or abide by any condition, agreement t or covenant
for a period of thirty (30) days after written notice by Lessor to Lessee specifying such fatiure and requesting that it be remedied, unless
Lessor shall agree in writing to an extension of time prior to its expiration. Notwithstanding the foregoing, if the failtne stated in the notice
cannot be corrected within the applicable period, Lessor will not unreasonably wild its consent to an extension of such time if
corrective action a insmused by Lessee within the applicable period and diligently pursued until the defamh is corrected.
(d) Lessor's determination that any representation, warranty or statement made by Lessee in or pursuant to the Lease was untrue in
any material respect upon execution of the applicable Equipment Schedule.
(e) The occurrence of an Event of Taxabr7rty.
(f) The filing of a petition in bankmptcy or receivership or similar proceeding by or against Lessee, or failure by Lessee promptly to
lift any execution, garnishment or attachment of such consequence as would impair the ability of Lessee to carry on its governmental
fimctions or assign by Lessee for the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or
the approval by a covet of competent jurisdiction of any adjustment of inklebtedness of Lessee, or the dissolution or liquidation of Lessee.
Section 12.L Remedies on Default Upon the occurrence of any Event of Default with respect to a Lease, Lessor shall have the right,
at its option and without any f u*cr demand or notice to one or more or all of the following remedies:
ronormn:*- rscnorJwv.a7nz.sa 9
W Lessor, with or without terminating the Lease, may declare all Rental Payments payable under the Lease to the end of the then
current budget year of Lessee to be immediately due and payable by Lessee, whereupon such Rental Payments shall be immediately
due and payable.
(b) Lessor may terminate the Lase and may give Lessee written notice to deliver the Equipment subject to the Lease in the
manner provided in Section 123, and Lessor may thereafter dispose of the Equipment so returned; provided that any proceeds from the
disposition of the Equipment in excess of the sum required to (i) pay any amounts payable under the Lease, including payments under
Section 122(a) and the outstanding principal component of Rental Payments under the Lase, and (ii) pay Lessor's costs and expenses
associated with the disposition of the Equipment (including reasonable attorneys fixes), shall be paid to Lessee or such other creditor of
Lessee as may be entitled thereto; and further provided that no deficiency shall be allowed against Lessee.
(c) Lessor may exercise any other remedy available, at law or in equity, with respect to such Event of Default Lessee shall pay
the reasonable attorneys' fees and expenses incurred by Lessor in enforcing any remedy herewder.
Section 123, Return of Release of Lessee's Interect. Upon t ru ration of any Lease prior to the payment of all related
Rental. Payments or the applicable Prepayment Price (whether as result of Non Appropriation or Event of Defann Lessee shall, within tan
(10) days after such termination, at its own expense- (a) perform any besting and repairs required to place the related Equipment in the
condition required by Article VIII; (b) if de istallation, disassembly or crating is required, cause such Equipment to be demstalled,
disassembled and crated by an authorized mamhfactorces representative or such other service person as a spry to Lessor, and (c)
return such Equipment to a location specified by Lessor, freight and insurance a prepaid by Lessee. Lessee shall execute and deliver to
Lessor such documents as Lessor may reasonably request to evidence the passage of legal title and ownership to Lessor and termination of
Lessee's interest in the Equipment. Lessor and Lessee agree that there is no intention to create under this Agreement or any Lease a
right of Lessor to dispossesss Lessee involuntarily of legal title to or the right to use any Equipment, and Lessor hereby irrevocably
waives any right to specific performance of Lessee's covenant to transfer legal title to and return possession of any Equipment to
Lessor.
Section 12.4 Late Charge. Lessor shall have the right to require late payment urge for each Rental or any other amount due hereunder
which is not paid within 10 days of the date when due equal to the lesser of 5 of each late payment or the legal maximum. This Section is
only applicable to the extent it does not affect the validity of this Agreement
Section MS No Remedy Exclusive. Each of the rights and remedies under this Agreement and each Lease is camrulative and may be
enforced separately or concurrently. No course of dealing or conduct between Lessor and Lessee shall be effective to amend, modify or
change any provisions of this Agreement or any Lease. No failure or delay by Lessor to insist upon the strict performance; of any team,
covenant or agreement of the Agreement or any Lease, or to exercise any right, power or rely consequent upon a breach thereof; shall
constitute a waiver of any such team, covenant or agreement or of any such breach, or preclude Lessor from exercising any such right,
power or remedy at any later time or times.
ARTICLE XIIL MISCELLANEOUS PROVISIONS
Section 13.L Notcas All written notices to be given under this Agreement shall be given by mail to the party endded thereto at its
address specified beneath each party's signature, or at such address as the party may provide to the other parties hereto in writing from time
to time Any such notice shall be deemed to have been received 72 hours after deposit in the United States marl in registered or certified
form, with postage fully prepaid, or, if given by other means, when delivered at the address specified in this Section 13.1.
Section 112. BhuHmg This Agreement and each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor
and Lessee and their respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom
Lessor has assigned its right to receive Rental Payments under any Lase.
Section 133. Severabilitv. In the event any provision of this Agreement or any Lease shall be held invalid or amble by any court
of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof
Section 13.4. Entire Agreement; Amy This Agreement constitutes the entire agent of the parties with respect to the
subject matter hereof and supersedes all prior and conteinporaneous wtv mgs, understandings, agreements, solicitation documents and
representations, express or implied. This Agreement may be amended or modified only by written documents dully authorized, executed
and delivered by Lessor and Lessee.
Section 13.5. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the
scope or intent of any provisions, Articles, Sections or Clauses hereof
Sotion 13.6. Further Assurances and Corrective Iatrumrnts Lessor and Lessee agree that they will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as
may reasonably be required for correcting any iadequate or incorrect description of the Equipment hereby leased or intended so to be, or
for otherwise carrying out the expressed intention of this Agreement. Lessee hereby authorizes Lessor to file any financing statement or
io 13SQ- Escnochm.mnzsu 9
supplements thereto as may be reasonably required for coming any inadequate description of the Equipment hereby leased or munded
so to be, or for otherwise carrying out the expressed intention ofthis Agreement
Section 13.7. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 13.8. Usury It is the i endon of the parties hereto to comply with any applicable usury laws, aamrdmgly, it is agreed tint,
nOtwid stamft any provisions to the contrary herein or in any Equipment Schedule, in no event shell this Agreement or any Lease
hereunder require the payment or permit the collection of interest or any amount in the nature of interest or fees in excess of the maximum
amount permitted by applicable law. Any such excess interest or floes shall first be applied to reduce Principal, and when no Principal
remains, refinded to Lessee. In determining whether the interea paid or payable exceeds the higher lawful rate, the total amount of
interest shall be spread through the applicable Lease Term so that the interest is uniform through such term.
Se n 139. Lessee's Performance A failure or delay of Lessor to enforce any of the provisions of this Agreement or my Lease shall in
no way be construed to be a waiver of such provision.
Section 13.10. Waiver of dnry Trial. Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect
tun, in connection with or arising out of this Agreement.
Section 13.11. USA Patriot Act Compliance Notification. Lessor hereby notifies Lessee that pursuant to the requirements of the
USA PATRIOT Act (the "Act"), it is requ ked to obtain, verify and record ituformation that identifies Lesser, which information
includes the name and address of Lessee and other information that will allow Lessor to identify Lessor in accordance with the Act.
Lessee shall, promptly upon Lessor's request, provide all documentation and other information that Lessor requests in order to comply
with its ongoing obligations under applicable "]mow your customer" and anti money laundering rules and regulations, including the
Act.
[SIGNATURE PAGES FOLLOW)
[REMAINDER OF PAGE LEFT INTENfiONALLY BLANK]
1W"13ZQ- E8Cmc4w.07n2sd 10
EXECUTION PAGE OF MASTER LEASE AGREEMENT
LEASE NUMBER 09261
IN WITNESS WBEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer, and
Lessee has caused this Agreement to be executed in its name by its duly authorized officer.
VILLAGE OF TEQUESTA, FL, SUNTRUST EQUIPMENT FINANCE &
Lem LEASING CORP.,
Lessor
By B
Name: Michael Couzzo Name: Me Ei mad
Title: Village Manager Title:
Date. —bi:. 2dp-% Date
Address: 345 Tequesta Drive Address: 300 East Joppa Road, 7th Floor
Tequesta, FL 33469 Towson, MD 21286
Telephone: (561) 768 -0425 Telephone:
Facsimile: (561) 768-0429 Facsimile:
1W4W13:aQ- B8CDWmv.07nzsd l ]
EXHIBIT A
EQUIPMENT SCHEDULE No. 01
TO LEASE NO. 09261
The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as October
29, 2013 (the "Agreement") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee
hereby rWTwms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Non -
Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event
of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule
and by reference are made a part hereof The terns capitalized in this Equipment Schedule but not defined herein shall have the meanings
assigned to them in the Agreement.
EQUIPMENT GROUP
The cost of the Equipment Group to be funded by Lessee under this Lease is $432,54354 (the "Acquisition Cost "). The
Equipment Group consists of the following Equipment which has been or shall be purchased from the Vendor(s) named below for the
prices set forth below:
(1) One new 2013 Sutphen Custom Heavy Duty Rescue Pumper Truck
The Equipment Group is essential to the governmental fimctions of Lessee. The Equipment Group is or will be looted at the
following address(es). .Prior to relocation of the Equipment Group or any portion thereof during the Lease Term, Lessee will provide
written notice to Lessor.
345 Tequesta Drive
Tequesta, FL 33469
VILLAGE OF TEQUESTA, FL, SUNTRUST EQUIPMENT FINANCE
Lessee & LEASING CORP.,
Lessor
B By:
Name: Michael Couzzo Name: Mike Fuir �6
Title: Village Manager Title
Date: /O VAW ""y' / Dom. VW PrOokkot
Address: 345 Tequesta Drive Address: 300 East Joppa Road, 7th Floor
Tequesta, FL 33469 Towson, MD 21286
Telephone: (561) 768 -0425 Telephone:
Facsimile: (561) 76M429 Facsimile:
l OQA/2o13BQ•ESG8 MMOC(�.67n2,sd
Lease Number. 09261
Equipment Schedule: 01
PAYMENT SCHEDULE
The Funding Date with respect to the above referenced Equipment Group shall be October 29, 2013. Lessor
shall retain any interest or income accruing between the Funding Date and the date on which interest begins to
accrue m accordance with the Payment Schedule more fully set forth below. The as 1 Interest raft applicable to the
Equipment Group shall be 2.423°/6. The first Rental Payment is due on November 11, 2013 and subsequent payments
are due annually as set forth below.
Payment Payment Payment Principal Interest Prepayment
Number Date Amount Comuonent Component Balance
Loan 10/29/13 432,84354
1 11 /11/13 48,134.58 47,784.88 349.70 396,610.42
2 11/11/14 48,13458 38,801.84 9,332.74 356,64452
3 11/11115 48,134.58 39,74228 8,39230 315,70998
4 11/11/16 48,134.58 40,70553 7,429.05 273,783.28
5 11 /11/17 48,134.58 41,692.11 6,442.47 230,840.41
6 11/11/18 48,13458 42,702.61 5,431.97 186,856.71
7 11/11/19 48,13458 43,737.61 4,396.97 141,806.98
8 11/11/20 48,13458 44,797.68 3,336.90 95,66536
9 11/11/21 48,13458 45,883.45 2,251.13 48,405.41
10 11/11/22 48.13458 46.995.55 1.139.03
Totals $ 481,345.80 $432,843.54 $48,502.26
VILLAGE OF TEQUESTA, FL,
Lessee
Name: Michael Courzo
Title: Village Manager
* After payment of Reffial Payment due on such date.
EXH]Bff B
tea`) Lease Number. 09261
Equipment Schedule: 01
TAX AGREEMENT AND ARBITRAGE CERTIFICATE
This TAR AGREEMENT AND ARBITRAGE CERTIFICATE (this - Cc rti6icate") is executed and delivered by VQ.LAGE OF
TEQUESTrA, FL ("Lessee') in favor of SUNTRUST EQUIPMENT FINANCE & LEASING CORP. and its successors and assigns
("l =or") in connection with that certain Master Lease Agreement dated as of October 29, 2013 (the "Agreement') and the Equipment
Schedule referenced above ( the 'Equipment Schedule'), each by and between Lessor and Lessee. The terms capitalized herein but not
defined herein shall have the meanings assigned to them in the Agreement.
Section 1. In General
I.I. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the
fencing of certain equipment (the `Equipment:") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the
Agreement and the Equipment Schedule (together with all related documents executed pursuant thereto and contemporaneously herewith,
the 'Financing Do') . As described in the Financing Documents, Lessor shall apply $432,84354 (the "Principal Amount") toward
the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing
Documents.
12. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility ofreviewing and
executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing
Docummts, a copy of which has been delivered to Lessor.
1.3. The Financing Documents are being entered into for the purpose of providing fiords for fioareing the cast ofacquiring, equipping and
installing the Equipment which is essential to the governmental fiinctions of Lessee, which Equipment is described in the Equipment
Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Dock and held by
SUNTRUST BANK, as escrow agent ("Escrow Agent ") pending acquisition of the Equipment under the temu; of that certain Escrow
Agreement dated as of October 29, 2013, (the "Escrow A "I by and between Lam, Lessee and Escrow Agent.
1.4. Lessee will Mete and tamely file for each payment schedule issued under the Lease a Form 8038 -G (or, if the invoice price of the
Equupment under such schedule is lei than $ 100, 000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in
accordance with Section 149(e) ofthe Internal Revenue Code of 1986, as amended (the "Code").
1.5. Lessee has not issued, and reasonably anticipates that it and its suborn entities, if any, will not issue, tax-exempt obligations
(including the Lease) in the amount of more than $10,000,000 during the currant calendar year. Lessee hereby designates the Lease as a
"qualified tax - exempt obligation" within the meaning of Section 265(b) (3) of the Code and agrees that it and its subordinate entities, if
any, will not designate more than $10,000,000 of their obligations as "qualified tax- exempt obligations" during the chrrerrt calendar year.
Seeden 2. Non - Arbitrage Certifications
2.1. The Rental Payments due under the Finaucimg Docmmeuts will be made with monies retained in Lessee's general operating find (or an
account or subaccowrt therein No sinking, debt service, reserve or similar fiord or account will be created or wed for the payment
of the Rental Payments due under the Financing Documents or pledged as security therefor.
22. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within
fi$eea (15) days before or after the date of issuance of the Financing Documents, (iii) issued or sold pursuant to a common plan of
financing with the Financing Documents and (iii) paid out of substantially the same source of fiords as, or deemed to bave substantially the
same claim to be paid out of substantially the same source of fiords as, the Financing Documents.
23. Other than the Principal Amount held under the Escrow Ap eement, Lessee does not and will not have on hand any fiords that are or
will be redncted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a sabsWi te, replacement or
separate source of financing for the Equipment.
2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the
yield realized by Lessor from Rental Payments received under the Financing Documeits. As used in this certificate, the term `Veld"
means yield computed by the actuarial method using a 360 -day year and semi - annual compounding, resulting in a discount rate which,
when used in computing the present worth of all payments of principal and interest to be paid on an obligation, produces an amount
equal to the issue price, fair market value, present value or purchase price them& as applicable, and is determined in all respects in
accordance with Section 148 ofthe Code.
25. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were
entered into. Sucb fiords are expected to be needed and folly expended for payment of the costs of acquiring, equipping and installing the
IU73 MUB¢&4CJSTa.D0MCV07A2.se
2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier tlan
the final Payment Date under the Financing Documents.
Section I Disbursement of Farads: Rdnbursmeg to Lessee.
3.1. It is contemphuted that the entire Principal Amount deposited in escrow will be used to pay the acquisition cyst of Fquipment to the
vendors or marnifitotevers thereof provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement
for acquisition cost payments already made by it so long as the conditions set fixth in Section 32 below are satisfied.
32. Lessee shall not request that it be reimb for Equipment action cost payments already made by it unless each of the following
conditions have been satisfied:
(a) Lessee adopted a resolution or otherwise declared its official intent m accordance with Treasury Regulation § 1.150 -2 (die
"Declaration of Official lntent"� wherein Lessee expressed its intent to be reimbursed from the prods of a borrowing for all or a portion
of the oast of the Equipment, which expenditure was paid to the Vendor not earlier than surly (60) days before Lem adopted the
Declaration of Official Inter
(b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the
expendiWme was paid or eighteen (18) months after the items ofEgWpment to which such payment relates were placed in service;
(c) The entire payment with respect to which reimbursement is being sought is a capital eq=dit ure, being a cost of a type properly
chargeable to a capital account under general federal income tax principles; and
(d) Lessee will use any renubmsement payment for general operating expenses and not in a mamma which could be construed as an
artifice or device under Treasury Regulation § 1. 148 -10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate
Secdon 4. Use and Investment of Fumdn Temnorary Period
4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to
Pay an amount equal to at least five percent (5 %) of the Principal Amount toward the costs of the Equipment. An obligation is not binding
if it is subject to contingencies within Lessee's controL The ordering and acceptance of the items of Equipment will proceed with due
diligence to the date of final ice of the Equipment.
42. An amount equal to at least eighty -five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by
the end of the three -year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire
investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield in
excess of the yield on the Lease.
43. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the
Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the
annual detemmatione and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee
reasonably expects to cause the Equipment to be acquired by April 29, 2015.
(b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in
aceardance with Section 148(f) of the Code unless (i) the entire Principal Amount is expended an the Equipment by the date that is the
six-month anniversary of the Financing Documents or (n7 the Principal Amount a expended on the Equipment in accordance with the
following schedule: At least fifteen percent (15 0 %) of the Principal Amount and intere earnings thereon will be applied to the cost of the
Equipment within six months fiom the date of issuance of the Financing Documents; at least sixty percent (60%) of the Principal Amount
and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Fiomming
Documents; and one hundred percent ( 100%) of the Principal Amount and interest earnings thereon will be applied to the cost of the
Equipment priorto eighteen (18) months from the date of issuance ofthe Financing Documents.
(c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond"
under Section 141 of the Code; (iii) at least ninety -five percent (95` %) of the Principal Amount is used for the governmental activities of
Lessee, and (iv) the aggregate principal amount of all tax - exempt obligations (including the Lease) issued by Lessee and its subordinate
entities, if any, during the current calendar year is not reasonably expected to exceed $5,000, 000. Accordingly, the rebate requirements of
Section 148(f) of the Code are trwbd as being met, in lies of the spending exceptions set forth in paragraph (b) above.]'
' Not applicable to all transactions; see amount limitation.
mrntmu.aQ- ascnocnev.mnzsd 2
Section S. Escrow Acenrmt
The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendors) or haer(s)
of the Equipment an due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents
being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as a (tin; "Code "),
respectively Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be
disbursed on or promptly after the date that Lessee accepts the Equipment
Section 6. No Private Use: No Consumer Loan
6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than
10% of the Principal Amount to be used for a Private Business Use (as defined herein) ii; in addition, the payment of more than ten percent
(10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by 01 any interest in property used or to be
used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of
property or borrowed money used or to be used for a Private Business Use.
In addition, if both (A) more than five percent (5 0 1*) of the Principal Amount is used as described above with respect to Private
Business Use and (B) more than five peace (5 0 1*) of the Principal Amount plus interest earned thereon is secured by Private Business Use
properly or payments as described above, then the excess over such five percent (5 %) (the "Excess Private Use Portion") will be used for a
Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will
not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use
Portion is related. For purposes of this paragraph 6.1, "Private Business Use" nuns use of bond proceeds or bond property
direcfiy or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural
person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public.
6.2. No part of the Principal Amount or interest earned thereon will be used, drool; or indirectly, to make or finance any loans to non-
governmental amities or to any governmental agencies other than Lessee.
Section 7. No Federal Guarantee.
7.1. Payment of the e principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by
the United States or an agency or instrumentality thereof
7.2. No portion of the Principal Amount or interest: earned thereon shall be (i) used in making loans the payment of principal or interest of
which are to be guuaraateed, in whole or in part, by the United States or any agency or instrumentality theme or (ii) invested, directly or
indirectly, in federally insured deposits or accounts if such investment would cause the financing under the F Documents to be
"federally guaranteed" within the meaning of Section 149(b) of tine Code.
Seclion & Post Issuance Comnlianee.
8.1 In the event an action taken place (or is anticipated to take place) that will cause the Equipment not to be used for qualified uses
under Section 141 of the Code, Lessee will consult with bond counsel as soon as practicable about taking remedial action as described in
Treasury Regulation Section 1. 141 -12. Lessee will take all actions necessary to ensure that the "nonqualified bonds" (as defined in
Treasury Regulation Section 1. 141 -12) are properly ramnediated in accordance with the requirements of the Treasury Regulations. Lessee
is familiar with tine internal Revenue Service's Voluntary Compliance Agreement Program pursuant to which issucrs of tax - exempt debt
may voluntarily resolve violations of the Code and applicable Treasury Regulations on behalf of the lholders of such debt or themselves
through closing agents with the internal Revenue Service.
82- Lessee will actively monitor the requirements of the Code and The Treasury Regulations (a) set forth in this certificate and confirm that
such requirements are met no Ica than once per yew, (b) related to the allocation and accounting of proceeds to capital projects and will
maintain a list that specifies the allocation of proceeds of the Lease to the cats of the Equipment; (b) relate to arbitrage limitations,
including yield restriction, rebate requirements and the investment of gross proceeds of the Lease. The offices within Lessee that are
currently responsible for such monitoring are the administration and accounting departments.
Section 9. 14)ilsceDaneors
9.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance
satisfliclory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as
Lessee's agent for such purpose.
9.2. Lessee stall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings
thereon for a period of five (5) years after payment in full under the Financing Documents.
10130 , AI3MQ- E9C.DOG[ay.071IZsth 3
93. To the best of the undersigned's knowledge, information and belies; the above expectations are reasonable and there are no other
estimates or circumstances that would matmally change the expectations expressed b=nL
IN V47NM WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of October
29, 2013.
VH.LAGE OF TEQUESTA, FL,
Lessee
By:
Tide: Village Manager
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